NEWS RELEASE
Provident Financial Group, Inc. & Fidelity Financial of Ohio, Inc.
Announce Definitive Agreement
to Merge Fidelity Financial into Provident
Cincinnati, August 16, 1999 -- Provident Financial Group, Inc. (Nasdaq: PFGI)
and Fidelity Financial of Ohio, Inc. (Nasdaq: FFOH) today announced that they
have signed a definitive agreement whereby Fidelity Financial and its subsidiary
will merge into Provident Financial Group, Inc. and its subsidiary, The
Provident Bank. Fidelity Financial, with $808.5 million in assets, operates 15
full-service banking offices in the Cincinnati, Ohio area through its
subsidiary, Centennial Bank.
Under terms of the agreement, Fidelity Financial shareholders will receive
shares of Provident common stock having an aggregate value of $191.6 million.
The final exchange ratio will be determined based on Provident's 10-day average
closing price ending on the date in which the last regulatory approval required
to consummate the merger is granted. Fidelity Financial shareholders will
receive $21.00 worth of Provident common stock if Provident's average per share
price during the pricing period is between $40.00 and $44.50. If Provident's
price is less than $40.00, Fidelity Financial shareholders will receive a fixed
exchange ratio of 0.525 shares of Provident. If Provident's price is more than
$44.50, Fidelity Financial shareholders will receive a fixed exchange ratio of
0.4719 shares of Provident. Based on Provident's closing stock price of $42.625
on August 13,1999, Fidelity Financial shareholders would receive 0.4927 shares
of Provident common stock for each Fidelity Financial share. Fidelity Financial
has agreed to grant Provident an option to acquire 19.9 percent of the
outstanding stock of Fidelity Financial, exercisable under certain conditions.
The transaction, which will be accounted for as a pooling-of-interests, is
expected to close late in the fourth quarter of 1999 or early in the first
quarter of 2000. Due diligence work, including an assessment of Year 2000
readiness has been completed by both companies and their advisors. The
transaction, approved by the boards of directors of both companies, is subject
to approval by Fidelity Financial shareholders and customary regulatory
approval. The transaction will be neutral to Provident's earnings per share and
the company expects to take an estimated one-time, acquisition-related,
after-tax charge of $12.0 million during the quarter in which the transaction
closes.
"Fidelity Financial of Ohio is a quality institution that will allow us
continued expansion of our local retail banking network and deposit base within
the greater Cincinnati area," said Provident president and chief executive
officer, Robert L. Hoverson. "The Fidelity Financial transaction is our second
announced acquisition this month. On August 2nd, we announced the acquisition of
OHSL Financial Corp. Both transactions, when finalized, will increase
Provident's deposit base by approximately $820 million."
"We are proud to affiliate with Provident, a well-respected Cincinnati
institution that shares our community-oriented values and banking philosophies,"
said Robert R. Sudbrook, president and chief executive officer of Fidelity
Financial. "This relationship will provide our employees with increased
opportunities and give our customers a wider range of products and services as
well as access to a greater number of convenient banking locations. It is
encouraging to know that we will be able to serve our existing customers as well
as new ones the way we always have. Our shareholders will also realize
significant benefits by being investors in a $2 billion market capitalized
financial institution."
About Provident Financial Group, Inc.
Provident Financial Group, Inc., a Cincinnati-based commercial banking and
financial services company with $8.5 billion in on-balance sheet assets and
$13.0 billion in managed assets, provides full-service national and regional
commercial and retail banking operations through The Provident Bank and the
Provident Bank of Florida. Additional company information is available at
http://www.provident-financial.com.
About Fidelity Financial of Ohio, Inc.
Fidelity Financial of Ohio, Inc. operates 15 full-service banking offices in
Hamilton and Butler counties in southwestern Ohio through its subsidiary
Centennial Bank. Centennial offers a variety of commercial lending and business
checking products as well as mortgage and consumer loan products.
For further information, please contact:
Provident Financial Group, Inc.
Christopher J. Carey
Executive Vice President & Chief Financial Officer
513-639-4644 / 800-851-9521
e-mail: InvestorRelations@provident-financial.com
Fidelity Financial of Ohio, Inc.
Paul D. Staubach
Senior Vice President & Chief Financial Officer
or
Gregory P. Niesen
Senior Vice President & Treasurer
513-922-5959